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                                                                   Exhibit 10.16

                                 AMENDMENT NO. 2
                                       TO
                       MARKETING AND INTEGRATION AGREEMENT

            AMENDMENT NO. 2 TO MARKETING AND INTEGRATION AGREEMENT (the
"Amendment No. 2") dated as of January __, 1999 by and between RoweCom Inc., a
Delaware corporation ("RCI"), and barnesandnoble.com llc, a Delaware limited
liability company ("BN").

                                   WITNESSETH:

            WHEREAS, the parties hereto previously have entered into a Marketing
and Integration Agreement (the "Original Agreement") dated as of August 20, 1998
and an Amendment No. 1 to the Original Agreement dated as of December 23, 1998
("Amendment No. 1," together with the Original Agreement, the "Agreement"),
which, among other things, sets forth the terms and conditions of a joint effort
by the parties to offer products to consumers via corporate intranets and the
internet; and

            WHEREAS, pursuant to the terms of the Agreement the parties are
obligated to develop jointly a development plan detailing a technology and sales
strategy and budget regarding the joint offering of products;

            WHEREAS, the parties hereto desire to amend the Agreement to extend
the date on which the parties are obligated to agree upon a development plan.

            NOW, THEREFORE, in consideration of the foregoing premises and the
mutual agreements and covenants set forth herein below, the parties hereto
hereby agree as follows:

            1. Terms not defined herein shall have the meanings ascribed to them
in the Agreement.

            2. The first sentence of Section 3(b)(v) of the Agreement is hereby
amended to delete the text included therein in its entirety and, in lieu
thereof, the following shall appear:

                  No later than February 18, 1999, RCI and BN shall agree upon a
                  Development Plan that will include a technology and sales
                  strategy and budget for the calendar year 1999.

            3. Except as herein provided the Agreement shall remain in full
force and effect without amendment or modification. This Amendment No. 2
supersedes any prior understandings or written or oral agreements amongst the
parties hereto, or any of them. respecting the within subject matter and
contains the entire understanding amongst the parties hereto with respect
thereto.


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            4. Other than as set forth herein, neither party by execution of
this Amendment No. 2 shall be deemed to have waived any of its rights or
remedies at law or in equity in connection with such party's enforcement of the
provisions of the Agreement or the provisions of any other agreement executed in
connection with the transactions out of which the Agreement arose.

            5. For the convenience of the parties hereto, any number of
counterparts hereof may be executed, and each such counterpart shall be deemed
to be an original instrument, and all of which taken together shall constitute
one agreement.

            6. This Amendment No. 2 shall be governed by the laws of the State
of New York without giving effect to the conflict of law principles thereof.

            7. The parties hereto covenant and agree that they will execute such
other and further instruments and documents as are or may become necessary or
desirable to effectuate and carry out this Amendment No. 2.

            IN WITNESS WHEREOF, this Amendment No. 2 has been executed as of the
day and year first above written by the parties hereto.


                                     ROWECOM INC.


                                     By: /s/ Louis Hernandez
                                         ------------------------------
                                         Name:
                                         Title:


                                     BARNESANDNOBLE.COM LLC


                                     By: /s/ Carl Rosendorf
                                         ------------------------------
                                         Name: CARL S. ROSENDORF
                                         Title: VICE PRESIDENT


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